FANTETTI LEGAL

Firm Overview

Fantetti Legal is a law firm established to meet the evolving needs of businesses across a wide range of industries, sectors, and services. The firm’s ability to represent clients in all facets of their business, including but not limited to corporate law, employment law, legal drafting, litigation, or complex transactions, at reasonable rates displays a desire to serve the interests of businesses throughout the State of Florida. The firm also serves as outside general counsel for businesses on a full range of corporate law matters.

LEGAL NEWSSTAND

Co-founders of a start-up venture often find themselves excited and enthusiastic about getting their business idea off the ground. Amidst the whirlwind of developing a product or service and forming a team, it can be easy for the founders of the start-up to put legal work on the backburner. That is often a costly mistake. This blog post is the first in a series of articles on legal issues facing early stage ventures. In this installment, we will discuss founders' agreements.

I am asked this question a lot, and despite the more complex inquiry that it can take to get to this answer, I will save you from that and provide some guidance: in short - yes you can. A trader should trademark a business name because it provides the right to exclusive use, added protection from competitors, increased value of brand and goodwill as well as adding value to the business itself.

An assignment and delegation provision is the clause that specifies a party’s ability to assign its rights or delegate its duties under a contract. It is a provision that is often placed in the “miscellaneous” or “general” sections of contracts, but it should not be thought of as standard “boilerplate” language that never changes. Often times, it will be tailored and altered than in its standard form in order to give one party an advantage over the other. Most people will skim or not review this provision, and accept the clause as it is written without really understanding what it can mean for them in the future. Contracting parties should carefully consider the potential situations where an assignment would be desired or required, and should carefully draft the clause to address issues of transferability. Here are some key issues in an assignment provision for contracts. Note that, technically, a party assigns its rights and delegates its duties, but this brief overview generally refers to assignments.

The decision of where to form a corporation or limited liability company is based on several factors, including location of assets and operations and owner/investor preference. Meanwhile, selecting a jurisdiction for a new subsidiary in a complex corporate structure may be driven primarily by tax concerns. Additional considerations, such as exchange listing obligation, may impact where publicly traded companies wish to incorporate.

A state's corporation law or LLC law can also play a role. The Delaware General Corporation Law ("DGCL") is considered highly advanced and viewed as being very management friendly. Nearly two-thirds of Fortune 500 companies are incorporated in Delaware. Delaware LLC law and practice are similarly advanced. Delaware entities can have internal disputes resolved by the judges-only Court of Chancery, considered one of nation's premier arbiters of corporate law matters due to the large number of prominent business matters it annually adjudicates. Most states do not have a separate court that exclusively handles business litigation cases. Many states base their corporation statutes on the DGCL, while others seek to be equally accommodating.

Clients often ask me what a Force Majeure clause is. It is a contract provision that allows a party to suspend or terminate the performance of its obligations when certain circumstances beyond their control arise, making performance inadvisable, commercially impracticable, illegal, or impossible. The clause involves situations such as natural disasters, prolonged shortages of supplies, unanticipated or unpredictable government action, and much more. Parties negotiating a contract are free to define force majeure events at their choosing. Ultimately, events that are unforeseeable, unpredictable, and not contemplated by the parties at the time of contracting can generally fall within the force majeure realm.

They can be a nightmare to deal with, but dealing with them is half the battle because the legal problems at stake in the event of a data breach can be devastating. The best way for a company to handle a data breach is to be prepared.

Revisions to the Fictitious Name Act clarify the requirements for registering fictitious names in Florida, and modernize the statute to deal with the myriad of types of entities that now exist. Read on the Legal Newsstand on FantettiLegal.com

Many business owners have a dream of selling their business one day. For some, the contemplation of selling is not an option because maintaining a business for the family and future generation is the desired goal. Nevertheless, if an enticing offer comes forward, it may be hard to ignore. If you're contemplating selling your business, picture yourself as the prospective buyer. What questions would you ask and what records would you want to see in making your decision?